ENLV

Type your question in. With us today are Enlivex's Executive Chairman, Shai Novik, and Chief Executive Officer, Oren Hershkovitz. I'd like to start by reminding you that certain comments on this call are forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statements section at the end of the company's Q4 and full year 2025 earnings press release for various factors that could cause actual results to differ materially from forward-looking statements made during the call today. Any forward-looking statements made during this call speak only as of today's date and reflect the company's current views with respect to future events, and Enlivex is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events, or otherwise, except as required by law.

I'd also like to remind everyone that today's call is being recorded and an archived version of the call will be available on the company's website as promptly as possible after the call. With that, I'd like to turn the call over to Enlivex's Chairman, Shai Novik. Shai?

Thank you, Craig Brelsford, and welcome everyone. I appreciate you joining us today. 2025 was a defining and transformational year for Enlivex. This was the year in which we made several bold moves and firmly established Enlivex in what we believe is a new category in the public markets, a quality longevity company powered by a prediction markets treasury. Or more simply put, a company operating at the intersection of health span and what we call wealth span. We'll get to it a little later. Our strategy is built on a clear and differentiated foundation. At its core, we believe that Enlivex brings together two powerful capabilities. On the one hand, we are advancing a clinical stage platform focused on common, underserved, longevity-related assets, where we believe we can deliver meaningful therapeutic impact on the quality of extended longevity.

At the same time, we have built a treasury architecture designed to capture value from the emerging prediction markets economy. What is important is not just the presence of these two capabilities, but how they work together. This combination allows us to operate our clinical development through a capital strategy aligned with one of the fastest-growing areas of financial infrastructure. This is what we refer to as our dual-engine model, or more broadly, the convergence of biology and financial infrastructure into a single institutional framework. This strategy transformation is directly reflected in our 2025 financial results. For the full year, we generated $1.23 billion in net income and $25.48 in earnings per share.

These results were driven by the appreciation of our treasury and treasury-related assets, and more importantly, we believe they represent the early validation of our treasury strategy in a rapidly institutionalizing market. We do not view this as a one-time event. We believe this is the initial expression of a repeatable and scalable capital strategy aligned with the growth of prediction markets as a new financial category. Stepping back, what is important here is not just the performance in a single year. It is the structural opportunity we are positioning the company around. Prediction markets are evolving from an experimental concept into what we believe will become the core layer of global financial infrastructure. We have been seeing this reflected in growing trading volumes and expanding real-world utility in forecasting and risk pricing. Importantly, this shift is now being validated by meaningful institutional capital entering the space.

Enlivex today provides one of the only institutional-grade GAAP-compliant vehicles in equity markets through which investors can access the prediction markets opportunity within the traditional public equity framework. Let me now turn to what we believe is one of the most compelling aspects of our model. As part of our strategic partnership with the Rain Foundation, which independently oversees the decentralized prediction markets Rain Protocol, we secured an exclusive one-year option to acquire up to 275 billion Rain tokens at a fixed price of $0.0033 per token, which is substantially below current price of the token today. This is not simply an acquisition mechanism. This is best understood as an embedded high convexity growth engine within our capital structure. In more familiar terms, it functions as a warrant-like component embedded in our equity, providing potentially meaningful upside participation without immediate dilution.

Yesterday, we announced a series of updates which are tied to this option and other value creation efforts. We entered into a $21 million debt financing agreement with a New York-based institutional fund manager, and we plan to use the net proceeds from this financing to fund both our clinical development efforts as well as to acquire additional 3 billion RAIN tokens at a substantial discount to its closing price, two days ago for a total aggregated purchase price of $10 million. In addition, we announced that together with the Rain Foundation, we extended our RAIN token purchase option, which was originally scheduled to expire November 30th, 2026. It's now December 31st, 2027.

Keeping the same exercise price, strategically, this gives us the ability to potentially raise capital opportunistically and deploy that capital at structurally advantaged pricing, allowing us to expand our treasury in a way intended to enhance long-term shareholder value. At the same time, hopefully the RAIN centralized prediction markets protocol continue to build itself into a leading player. Lastly, we announced that our board of directors approved the adoption of a share repurchase program to acquire up to $20 million of our outstanding ordinary shares, subject to satisfaction of meeting applicable regulatory requirements.

The note we issued is a convertible, and it's convertible after a 90-day holding period, which means that they cannot convert it in the first 90 days, and it's converted into our ordinary shares at a fixed conversion price of approximately $2.69, which represents a 264% premium to the Nasdaq closing price of our stock on Friday. We believe that this unusually high conversion premium and the associated limitations on any conversion in the next three months represent the conviction of the institutional investor of the attractiveness of our strategy. At the same time, our clinical engine remains central to our identity and long-term value. Allocetra has continued to demonstrate clinically meaningful and statistically significant results alongside a favorable safety profile, and we see a clear pathway toward late-stage development in osteoarthritis and other inflammatory indications.

The clinical platform is not separate from our treasury strategy, it is complementary. It provides what we describe as a biological floor to our overall value proposition, helping balance volatility while advancing meaningful therapeutic innovation. We reported two days ago that the FDA has cleared our investigational drug application for a late-stage Phase IIb clinical trial in knee osteoarthritis, a debilitating disease that negatively affects the quality of life of tens of millions in the United States. This is big news for us, and we are moving forward strongly. Ultimately, we believe Enlivex is not easily categorized within traditional sectors. We're not simply a quality longevity company. We're not simply a digital asset treasury company. We are building what we believe is a new institutional archetype, a company designed to capture value across both scientific innovation and emerging financial infrastructure.

as we describe it internally, we are the architects of the future, building the foundation for a new class of public companies. With that, I will turn the call over to Oren, who will talk through our 2025 financial results in more detail and provide deeper insight into the execution of our treasury strategy and clinical progress. Oren?

Thank you, Shai. Let me start with the headline numbers. For the full year 2025, we reported net income of $1.23 billion and diluted earnings per share of $25.48, which, in accordance with GAAP, is calculated based on the weighted average shares outstanding for the year. We ended the year with $2.31 billion in total treasury and treasury-related assets and $1.93 billion in shareholders' equity. As Shai mentioned, these results were driven by the appreciation in the valuation of our treasury and treasury-related assets. More specifically, these results reflect market-based revaluation of our strategic holdings aligned with the growth and increasing adoption of prediction markets as an emerging asset class. Importantly, what we are seeing is not isolated to Enlivex.

We believe it is a function of a broader structural momentum in the prediction markets ecosystem, which we have positioned ourselves to capture early. Let me take you a step back and explain how this works, 'cause ultimately the key question is not what happened in 2025, it is why we believe this model can continue to generate value over time. When we evaluated our treasury strategy, we were not looking for a digital asset portfolio that had already been used and copied by others. We were looking for a category with real utility, real adoption, and long-term structural growth. We believe that prediction markets meets all three criteria. At their core, prediction markets function as a mechanism for aggregating collective intelligence while also serving as a real-time system for pricing probability and future outcomes. Increasingly, they are evolving into a fundamental financial primitive for decision-making across markets.

We are already seeing this reflected in strong trading volumes, rapid user growth, and increasing institutional engagement, and we believe the category is still in the early stages. Within this category, we selected RAIN as our primary digital treasury reserve asset. The simplest way to think about RAIN is that it is like a TikTok of prediction markets. It is fully decentralized, permissionless, global, and designed to scale. Unlike centralized platforms where market creation and liquidity are inherently constrained, RAIN allows any user anywhere in any language to create and trade markets. That fundamentally changes the structure of the system. It enables a long tail supply of markets, support continuous liquidity through AMM-based mechanism, and drives a network effect that we believe is critical for long-term adoption and scale. What makes this even more powerful is the token model.

The protocol applies a 5% fee on total trading volume, with half of that used to buy back tokens from the open market and permanently burn them. As a result, there is direct linkage between protocol usage and long-term token supply dynamics. As activity increases, supply contracts, potentially concentrating value for long-term shareholders such as Enlivex. We refer to this as usage-driven value creation, and as a planned long-term holder and active participant, we believe Enlivex is positioned to benefit directly from that dynamic. From a balance sheet perspective, we believe we are well positioned with $1.93 billion in equity, a rapidly scaling treasury base, and significant capital flexibility. Our focus remains on disciplined deployment, ensuring that capital allocation continues to support both treasury expansion and the advancement of our clinical programs.

Let me now briefly touch on our clinical engine, which remains a critical component of our overall value proposition. Allocetra has demonstrated clinically meaningful and statistically significant results, a favorable safety profile, and durable improvements in pain and function in osteoarthritis patients. Looking ahead, we have a clear set of upcoming clinical milestones over the next 12-18 months. As Shai mentioned, we announced two days ago that the FDA has cleared our investigational drug application for a late-stage Phase IIb clinical trial in knee osteoarthritis. This is our first regulatory approval for a multicenter, multicountry, randomized, double-blind, placebo-controlled phase II-B trial in age-related moderate to severe knee osteoarthritis. From there, we expect to generate three and six-month top-line data in 2027, setting the stage for a pivotal phase III trial.

Enlivex's dedicated and experienced team is eager to push this clinical program forward as fast as possible and with the highest quality. It is important to emphasize that osteoarthritis is one of the most prevalent and disabling diseases worldwide, affecting more than 32 million Americans today and projected to impact 78 million Americans by 2040. Just in the U.S., by age 60, knee osteoarthritis affects roughly 30% of the population, and about half of knee osteoarthritis patients are 60 years and older. This demographic is expanding with global aging trends, underscoring the need for new durable therapies. Consequently, the $7 billion estimated market is expected to continue globally to expand substantially. Importantly, we believe our treasury strategy will enable us to advance these programs without relying solely on traditional capital markets financing. This is a key element of the hybrid model.

Let me close with a few broader thoughts. First, we believe we are still early in both engines. Prediction markets are in the early stages of institutional adoption, and our clinical program is advancing towards a late stage value inflection point. Second, there are currently very few, if any, public markets vehicles that provides this type of exposure in a compliant GAAP-based structure. That creates a degree of scarcity and positioning Enlivex as a potential gateway asset for investors seeking participation in this convergence. Finally, our focus remains consistent. Continue scaling our treasury strategy, continue advancing our clinical programs, and continue expanding institutional engagement around this model. We believe this combination, the integration of financial infrastructure and biological innovation, represents not just a strategy, but a new category of company, and we are committed to leading that category.

I want to thank the team for their continued dedication and execution and for the focus and commitment they bring to building this company every day. I want to thank our shareholders and partners for their ongoing support and confidence as we continue to advance this dual engine model. Thank you.

With that, we'll now open the call for questions. To ask a question, please press the Q&A button at the bottom of your screen and type your question in. We've already had a few questions come in. Our first one, crypto in general was down hard in 2025, and most of the other digital treasury companies out there posted or will post substantial losses for 2025. How come Enlivex is posting such large profits for 2025?

Yes, an excellent question. Crypto has had a tough period recently. The exposure of Enlivex through treasury is to prediction markets, specifically a decentralized prediction market token, RAIN, as you know. I think that the market has been very bullish on prediction markets recently, and that translated into the RAIN token valuation to increase, creating that value for Enlivex and creating those very large profits in contrast to what's been happening in crypto.

Thank you, Shai. Our next question. Your market cap is at a discount to your treasury valuation, something that we have started seeing across many digital treasury companies. How do you explain that?

Definitely. Crypto, we think, has been out of favor. As a result, most digital treasury companies have been out of favor as well, leading to what we call net asset value discounts. We hope that the prediction market ecosystem will continue growing, RAIN with it, and we believe that that discount for the net asset value of Enlivex will be diminished, going forward.

Thank you. Our next question that's come in. Biotech companies are usually defined by dilution and long timelines. Does this change how a clinical-stage company can be financed going forward?

This is a very interesting question. I think that the funding possibilities for earlier stage biotech companies have been minimized once the COVID era was kinda done, while the later stage projects which are close to FDA approval still have funding available. Therefore, you know, for earlier stage biotechs, it definitely used to be the question of what would be the dilution as a result of additional financings. Yet in the last 24 months or so, it's changed to a question of whether there is funding available at all, regardless of potential dilution. The model we implemented in Enlivex has been designed to, first of all, avoid that problem that was just mentioned. No funding available because earlier stage biotech capital availability is scarce? No problem. We would self-fund from a small percent of the appreciation in the treasury assets.

Does it solve for the basic dilution problem? Hopefully. As now the investors in Enlivex are owners of a dual strategy and would potentially share the value that may come from either the clinical development side and/or the treasury side.

Thank you. Our next question. This is one of the first times prediction markets infrastructure is reflected in public company earnings. Do you see this as a one-off outcome or is it the beginning of a broader shift?

Well, definitely we see this as a beginning of a broader shift. I mean, while we are currently, to the best of our knowledge, right, the only public traded company that provides investor with the ability to invest through an equity in prediction markets, we assume that this is just a beginning, you know, and that we will see additional such opportunities in the next few years.

Thank you. Our next question, from a public markets perspective, how should investors think about Enlivex now after these results?

Oren, maybe you want to take this one.

Yeah, sure. Thanks, Shai. Well, I think investors were waiting, you know, on the sidelines to get some initial clarity on the potential value creation of Enlivex with its prediction market treasury strategy. Clearly, post this earnings report, I believe that many investors are looking at Enlivex differently now, right, paying more attention to both sides of the dual model strategy.

Thank you. We have looks like one more question here. Looking ahead, what are the key drivers that will determine whether this model continues to scale?

You know, we believe that this would be determined by the value drivers of the dual engine model. Our working assumption is that the prediction markets ecosystem would continue to thrive in the next decade, and that alongside the growth in centralized prediction markets, there is going to be a substantial growth in decentralized prediction markets as well. We believe that RAIN would become one of the leading decentralized prediction markets, and that the RAIN token would become highly valuable upon that occurs. On the other side, we believe that our quality longevity clinical program will provide value as well, and that it's potentially substantial. These two pillars would define the scalability of the model, and there are many milestones that both are executing and trying to reach, and planning to reach during the next two years or so.

Thank you. That concludes our Q&A session. Were there any final comments that you would like to leave the audience?

Yes. Thank you. We wanna say thanks to everybody that joined in. We appreciate the questions that were asked, and we hope we provided clarity today with respect to our strategy, our planning, the scalability of our model, and the magnitude of the profits and earnings per share for 2025. We look forward to getting together with everybody in the next quarterly call. Thank you so much.

Thank you. That concludes today's call.